Company Limited by Guarantee registration in Kenya is the preferred corporate structure for many foundations, charities, professional associations, clubs, donor-funded projects and non-profit entities that need legal personality without share capital. This guide explains the cost, requirements, timeline and how to apply through BRS/eCitizen .
Information date: 16 June 2026. Company registry fees and portal steps may change, so the live BRS/eCitizen invoice and registry directions should be treated as final.
For searchers asking “how much”, “how to register” and “how to apply”, the practical answer is:
| Official BRS filing fee | Kshs 10,000 for a Company Limited by Guarantee, according to the BRS fee schedule. |
|---|---|
| Main BRS forms | CR1, CR3 and CR8 . Director particulars and other supporting details may also be required in the BRS/eCitizen workflow. |
| Typical professional support | Usually quoted separately depending on objectives, number of directors/members, foreign participation, drafting work and follow-up required. |
| Practical registration timeline | 4 to 6 months is common because the application goes through NIS vetting. BRS lists issuance as 3 days after receipt of the vetting report. |
| Best suited for | Foundations, charitable companies, clubs, professional bodies, community projects, donor-funded projects and membership associations. |
A Company Limited by Guarantee (CLG) is a non-share-capital company. It has members or guarantors instead of shareholders. Each member undertakes to contribute a stated amount, often a nominal amount such as Ksh 100, if the company is wound up. It is mainly used where the objective is non-profit, public interest, professional, charitable, educational, social, sports, religious or community-based.
The most searched intent on this page is cost. The clean answer should appear early, before lengthy legal discussion.
The current BRS fee schedule lists the official filing fee for a Company Limited by Guarantee at Kshs 10,000 . The BRS schedule also lists the documents as CR1, CR3 and CR8 , with the certificate issued after NIS vetting is received.
| Cost item | Estimated amount | Notes |
|---|---|---|
| Official BRS filing fee | Kshs 10,000 | Use the live BRS/eCitizen invoice as the final official amount. |
| Name reservation and portal charges | As invoiced by eCitizen/BRS | May appear separately depending on the application workflow. |
| Professional registration support | Quoted after review | Depends on objectives, documents, foreign participation, complexity and follow-up required. |
| Post-registration support | Quoted separately | KRA PIN, tax exemption advisory, company secretary, bank account support and compliance filings may be separate. |
Some older registration guides still mention Ksh 10,650 . For this page, the safer SEO and client-facing position is to state that BRS currently lists Kshs 10,000 for a Company Limited by Guarantee and that the live eCitizen/BRS invoice is final .
For an exact quote, send the proposed objectives, number of directors/members, whether any foreign directors are involved, and whether you need KRA PIN, tax exemption, bank account or company secretary support.
Before applying, prepare the entity structure, proposed objectives and director/member documents. A weak objectives clause is one of the most common reasons CLG applications require clarification.
A Company Limited by Guarantee does not have shareholders or share capital. It is controlled by members/guarantors under its memorandum and articles.
Members are liable only up to the guarantee amount they undertake to contribute if the company is liquidated.
Income should be applied toward the company’s stated objectives. It should not be structured as a dividend-distribution vehicle.
A CLG is not the same as an NGO, charitable trust or society. It is registered under the Companies Act through BRS/eCitizen. This page should focus on Company Limited by Guarantee registration and only briefly compare alternatives to avoid SEO cannibalization with dedicated NGO or trust registration pages.
| Structure | Best for | Main registration route |
|---|---|---|
| Company Limited by Guarantee | Non-profit corporate body, foundation, association or donor-funded entity needing legal personality. | BRS/eCitizen under the Companies Act. |
| NGO/PBO | Public benefit organizations requiring NGO/PBO regulatory recognition. | Relevant NGO/PBO regulatory framework. |
| Trust | Holding assets for beneficiaries or charitable purposes under trustees. | Trust deed and relevant registration process. |
| Society | Membership groups, clubs and associations where corporate company structure is not required. | Societies registration route. |
The application is filed through the Business Registration Service on eCitizen . The strongest page structure for Google and AI search is to show the steps in sequence, then explain the delay caused by vetting.
BRS lists issuance as 3 days upon receipt of the NIS vetting report . In practical terms, applicants should usually plan for 4 to 6 months , because vetting is the unpredictable stage and can extend the process.
Companies Limited by Guarantee often deal with public benefit work, donor funding, communities or membership interests. The vetting stage is therefore a normal part of the CLG process. Applicants should make sure identities, addresses, objects and governance documents are consistent before filing.
Biz Brokers Kenya assists with structure advice, name reservation, objectives drafting, BRS/eCitizen filing, vetting follow-up and post-registration compliance support.
Call +254 723 281 732 , email info@bizbrokerskenya.com , or chat on WhatsApp .
The official BRS filing fee is currently listed as Kshs 10,000 . Professional fees, name reservation, document drafting, company secretary support and post-registration services are separate. The final government amount should be confirmed from the live BRS/eCitizen invoice.
You apply through BRS/eCitizen. The process involves name reservation, preparation of CR1, CR3, CR8, articles, statement of guarantee and supporting director/member details, payment of the official filing fee, NIS vetting and final issuance of incorporation documents.
The practical timeline is commonly 4 to 6 months . BRS lists issuance as 3 days after receipt of the NIS vetting report, but the vetting stage usually determines the overall timeline.
A private limited company normally has shareholders and share capital and is commonly used for profit-making business. A Company Limited by Guarantee has members or guarantors, no share capital, and is mainly used for non-profit or public interest objectives.
Yes, it can receive income, grants, donations, subscriptions or project funds, but the income should be applied toward its stated objectives rather than distributed as dividends to members.
Foreign participation is possible, but the structure should be reviewed before filing. Local director, secretary, KRA PIN, address and compliance requirements may affect the application depending on the facts.
A company secretary may be required depending on the structure, foreign participation, statutory thresholds and governance needs. In practice, many CLGs benefit from company secretarial support because they have ongoing annual return, board, member and compliance obligations.
Not automatically. After incorporation, the company should obtain a KRA PIN and may apply for tax exemption if it qualifies. Tax exemption is a separate KRA process and should not be assumed from incorporation alone.
In some cases, an application may be made to dispense with the word “Limited”, especially for suitable foundation or public benefit names. This should be handled carefully during the BRS application process.
The main document is the Certificate of Incorporation. Depending on the BRS record and application, the company may also obtain official company records such as CR12 and related registry documents.
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